SiNtx Technologies Inc (SINT)

[CL101]

===============WARRANTS CONTRACT FINE PRINT=======================

First off, the BEARs (esp. the professional ones *wink at the negative nancies*), they knew for sure that the warrants have to be adjusted based on the "fine print" in the contracts. There were 3 sets of warrants (& are now only 2 sets left as of now) as follow:

1. $12 per share of 1 plus million shares (R/S adjusted), the recent "POS AM" was this ones, which already exercised & price adjusted.

https://www.sec.gov/Archives/edgar/data/1269026/000149315216011423/ex10-1.htm

*** Scroll all the way down, you will notice the most important part of this warrant contract was missing, which was the "warrant certificate" - This warrant contract had the same price adjustment clause like # 2 below. ***

Now look at this 2nd one:

2. $6.60 per share of around 383K shares (R/S adjusted) - This filing has the "warrant certificate" - scroll all the way down. This warrants will be cashless conversion after M&A announcement.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217000766/ex10-1.htm

Exhibit 1: Form of Warrant Certificate (scroll all the way down):

https://www.sec.gov/Archives/edgar/data/1269026/000149315217000766/ex10-1.htm

On Page 6:

Section 11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

On Page 10:

Section 3. Certain Adjustments.

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

On Page 4:

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

So, going by the “fine print” from the warrants contract, they must comply by law - giving the warrant holders the best price that matches the most recent pricing of any derivative securities conversion event -
like the payments made to Magna & Anson by using common stock (based on the converting formula - will go into this later).

If they ever broke the contracts agreement, they will be sued by the warrant holders like the already-settled lawsuit back then:

Effective November 9, 2016, we entered into a settlement and release agreement (the “Settlement Agreement”), with each of the selling stockholders named in this prospectus in full settlement of a lawsuit filed against us on April 1, 2016 by Hampshire MedTech Partners II, GP (“Hampshire GP”), on behalf of itself and the other selling stockholders, in the Travis County, Texas 200th Judicial District Court relating to a Warrant to Purchase Shares of Common Stock issued by us to Hampshire MedTech Partners II, LP. In connection with the Settlement Agreement we issued a total of 962,380 shares of our common stock to the selling stockholders. Pursuant to the Settlement Agreement, we agreed to file the registration statement of which this prospectus is a part with the Securities and Exchange Commission (the “SEC), to register the sale or other disposition of the shares of our common stock we issued and to use our best efforts to cause the Securities and Exchange Commission to declare the registration statement effective.

https://investors.amedica.com/all-sec-filings/content/0001493152-16-015467/forms-3.htm

*** Don't you think they learned their lesson? HAVE TO GO BY THE "FINE PRINT" ***

*** This lawsuit settlement was part of the "preparing to sell AMDA", who want to buy a company with lawsuit? Around that time, the CFO & others left too***

Sonny & Team working to help cronies to get cheap shares? COME ON MAN - they have no choice, which means they have to go by the "FINE PRINT", means by chance... all depends on the last conversion price applied by Magna & Anson on payments/interests of the notes- hence the share price attack 3 big times that crashed the pps down to $2 in short period of time.

Only the BEARs say oh ... yeah Sonny & cronies...are they gonna tell you that they were/are shorting the stock to make sure the conversion price was/is as low as possible? They knew Sonny's plan was to get the $ to quickly pay the notes off. They were trying to got him into fighting uphill battles (print the pps lower = more shares add to the OS).
They keep bring that subject of Sonny & cronies up... so that everyone think it's Sonny & cronies - sue the company - burn this down - burn that down - be the leader of the riot - incite the rebellion - follow me (the FAKE BULLs, lmao - good try) ... SMH @ gullible REAL BULLs. The BEARs only tell you... Oh not me...not me...Sonny & cronies only, put the focus point elsewhere? If you still don't see the games these big BEARs playing, then I don't know what else to say.

*** PRICE ADJUSTMENT DETAIL ***

3,022,073 shares of common stock, $0.01 par value, were outstanding at December 29, 2017

https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm

d) Amortization Payments. Commencing on the date that is fourteen (14) days after the Original Issue Date, and continuing on the first (1st) Trading Day of each of the following eleven (11) successive months thereafter (each an “Amortization Payment Date”), the Company shall redeem one-twelfth (1/12th) of the face amount of this Note and guaranteed interest (each, an “Amortization Payment”). Each Amortization Payment shall, at the option of the Company, be made in whole or in part, in cash equal to the sum of the Amortization Payment multiplied by one hundred fifteen percent (115%) or, subject to the Company complying with the Equity Conditions, in Common Stock pursuant to the Amortization Conversion Rate.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-5.htm

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm (Dated January 3, 2018)

January 3, 2018 (Original Issue Date) + 14 days = January 17, 2018 (1st Payment Day)

Magna & Anson – First time conversion date was January 17, 2018 (Share converted from payment = 3,073,414 - 3,022,073 = 51,341 Shares converted

Common stock outstanding before this offering 3,073,414 shares (POS-AM on January 19, 2017)

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000806/posam.htm

“Amortization Conversion Rate” means eighty-five percent (85%) of the average of the three (3) lowest traded prices on the Trading Market during the ten (10) consecutive Trading Days immediately prior to the applicable Amortization Payment Date.

So the conversion for Magna & Anson looks like this:

1. 10 trading days prior Payment Date (Jan 17, Feb 17, March 17...)
2. Pick lowest 3
3. Find the Average of #2 above
4. Apply 85% to #3 above = The conversion price

https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-4.htm

Jan 02, 2018 to Jan 16, 2018 (10 days before Jan 17, 2018 = Payment Date), the average price of 10 trading was $3.63.

Now we apply rule #4 above - $3.63 X .85 = $3.09 was the per share used to pay Magna & Anson

https://finance.yahoo.com/quote/AMDA/history?period1=1514793600&period2=1516176000&interval=1d&filter=history&frequency=1d

Feb 05, 2018 to Feb 16, 2018 (10 days before Feb 17, 2018 = Payment Date), the average price of 10 trading was $2.64.

Now we apply rule #4 above - $2.64 X .85 = $2.24 per share used to pay Magna & Anson.

https://finance.yahoo.com/quote/AMDA/history?period1=1517817600&period2=1518854400&interval=1d&filter=history&frequency=1d

SO WARRANT PRICE WAS SUPPOSED TO BE $2.24 (NOT the original $12 anymore!) - BEARS knew this - they tried to amplify the situation & made it looked like a very big deal after all.

Warrants were amended with tiny incentive to encourage the holder to exercise their warrants:

around 5% off from $2.24 = $2.125 (600K shares)

around 10% off from $2.24 = $2.00 (600K shares) - added this so they can raise enough to pay Magna & Anson balance off.

NOT 85% TO 90% OFF LIKE EVERYONE THOUGHT! - Still think Sonny helped his cronies again? - STOP FEEDING THE BEARs.

& of course the BEARs will make it looks like Sonny & cronies - read the "fine print" on the contracts.

Original Balance w/ interest - $2,604,316.22 = $2,264,622.80 X 1.15 (15% guarantee interest)

At least $300K already paid to Magna & Anson by shares (2 times - on Jan 17 & Feb 17) - the amount could be higher, depends if they ever accelerated 3 months payment right - 1 time permission based off the note agreement.

Magna & Anson - Remaining balance = $2,604,316.22 - 300k plus = should be less than $2.3 millions after Feb 17, 2018.

HENCE THEY ONLY GOT $2.5 MILS - ENOUGH TO PAY MAGNA & ANSON OFF right before the next conversion date (Mar 17, 2018).

THE FDA Clearance WAS OUT OF THE BLUE. I DIDN'T EVEN EXPECT IT WAS THAT QUICK BASED ON THEIR PAST HISTORY W/ FDA.

Now we know that the "POS-AM" was filed to prepare for catalysts like Japan or FDA Clearances (if ever popped up prior M&A is signed).

So I still strongly think the S-1 for the right offerings was just a back up plan...just in case they need the quick $ to pay Magna & Anson off...& if clearance catalysts would not show up on time. One month past already, we still haven't seen the calendar for the right offering yet...which is strange...I checked like 10 different companies...their calendars showed up 2 weeks after the original announcement of the right offerings.

Regarding the last note - L2

L2 Note doesn’t have to get paid off to announce the M&A (read the fine print on the 8-K above please). The M&A announcement must provide this similar filings (including 3 parties, the acquirer will take over target company’s tiny debt – Sonny LLC debt will be the same too):

http://www.getfilings.com/sec-filings/140121/NUPATHE-INC_8-K/a14-3893_1ex99d3.htm

(NuPathe Inc.’s debt balance which owned by Hercules was taken over by Teva (the acquirer)

Also, the L2 note was a bridge loan again for short term of 90 days maximum = end of April = around Zimmer Q1 CC ! Look at the timing guys! The stars are aligned very soon.

https://www.sec.gov/Archives/edgar/data/1269026/000149315218001342/form8-k.htm

3. SONNY LLC WARRANTS - $5.04 per share of around 55K (R/S adjusted) - HIS WARRANTS HAVE NO PRICE ADJUSTMENT CLAUSE![color=green][/color] - This will be cashless conversion later...but Boston could be right that his loan was some indirect payment of milestones (due to the nature of NDA on the LOI signed w/ Zimmer) - F if i know all the applicable law...If so, then they don't need to pay this off.

https://www.sec.gov/Archives/edgar/data/1269026/000149315217008482/ex4-2.htm

READ the "fine print" & STOP feeding the BEARS & their psychological games.

=================NO ANNUAL isn't a red flag=====================

82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal

https://imgur.com/a/LWf37

Closing shop due to M&A with Zimmer - why need regular annual meeting anyway.

====================FAIR VALUE ZIMMER WILL PAY===========

I have posted enough examples & calculations on how much Zimmer will pay to acquire AMDA on my past posts. ZIMMER will pay FAIR VALUE based on the total revenue per year that Si3N4 tech can help them to generate (esp. on the 5th penetration year)...absolutely not from the heavily manipulated share price (which yields the current laughable, under-6-mil market cap).

Zimmer booked impairment on LDRH acquisition of 200+ mils. I will show you that this will confirm that my mickey-mouse (non-pro) method of valuation on AMDA was good enough to put a guess on the BO price:

2016 - LDRH prior acquisition revenue was around $160 mil

2017 - LDRH after acquisition revenue added $171 mil to Zimmer' spine

so the growth was about $171 mils / $160 mils = 7%

2018 = $171 mils X 1.07 = $183 mils

2019 = $183 mils X 1.07 = $195.77 mils

2020 = $195.77 mils X 1.07 = $209.48 mils

2021 = $209.48 mils X 1.07 = $224.14 mils on the 5th year!!!

If you go back & look at my calculation on LDRH example, it showed around $270 mils by the 5th year.

$200 + mils impairment out of $1 bil they paid for LDRH ~~~ 80%

$270 mils X 80% = $216 mils which is about on par with $224.14 mils above...hence they booked impairment!!!

In addition, Si3N4 is unique tech & will help Zimmer to have advantage over competitors, this will surely add extra bonus value to the BO valuation. I provided a link on how to put BO valuation on a company. Please check my past posts.

The DEFM14A we will see later will show the projection of 5 to 7 years of revenue they think they will help Zimmer to grow. Past posts showed a lot of these examples as well.

...

99% m&a so far & i am waiting for the last 1% (announcement!) = 100% M&A

Boston, good catch on Zimmer's S-3 to register their shelf shares - very interesting there. The offering close next Monday 19th...hmm.

Regarding the 4Q 2017 ER - fidelity & etrade - no info. yet

THERE ARE SO MANY FAKE BULLS - HEY WASSUP BULLS - GIVE ME FIVE - SHOULDER HUGS - STAB THE REAL BULLS IN THE HEARTS OR WHEN THE REAL BULLS TURN AROUND THE FAKE BULLS STAB THE BULLS RIGHT ON THE BACK. TOO EASY TO READ THEIR AMATEUR-LEVEL MIND GAMES...using soft, indirect negative talks vs. the baloney tossing price target 9 cents very soon - trust me - trust me - I am the goddess "doyourdd01"...shake my heads...& the latest - FAKE BULLS - actor/actress playing the victim of the company...LMAO! Bulls should watch the movie "The Departed" - moles planting plot.